Warrant Agreement Assignment, Assumption and Amendment Agreement, dated as of December 29, 2022, among New Sitio, Former Sitio and Continental Stock Transfer & Trust Company

Exhibit 4.1

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT

among

Sitio Royalties Corp.,

STR Sub Inc.

and

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

Dated December 29, 2022

THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated December 29, 2022, is made by and among Sitio Royalties Corp. (f/k/a Snapper Merger Sub I, Inc.), a Delaware corporation (the “New Sitio”), STR Sub Inc. (f/k/a Sitio Royalties Corp.; f/k/a Falcon Minerals Corporation; f/k/a Osprey Energy Acquisition Corp.), a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated July 20, 2017, by and between the Company and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.

WHEREAS, pursuant to the Existing Warrant Agreement, the Company issued, among other things, 13,750,000 Public Warrants and 7,500,000 Private Placement Warrants;

WHEREAS, all of the Warrants are governed by the Existing Warrant Agreement;

WHEREAS, on August 23, 2018, the Company completed the acquisition (the “Acquisition”) of the equity interests in certain of the subsidiaries of Noble Royalties Acquisition Co., LP (“NRAC”), Hooks Ranch Holdings LP (“Hooks Holdings”), DGK ORRI Holdings, LP (“DGK”), DGK ORRI GP LLC (“DGK GP”) and Hooks Holding Company GP, LLC (“Hooks GP”, and collectively with NRAC, Hooks Holdings, DGK, and DGK GP, the “Contributors”) pursuant to the Contribution Agreement, dated as of June 3, 2018 (the “Contribution Agreement”), by and among the Company, Royal Resources L.P., Royal Resources GP L.L.C. and the Contributors;

WHEREAS, on September 6, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Brigham Minerals, Inc. (“Brigham”), Brigham Minerals Holdings, LLC, Sitio Royalties Operating Partnership, LP, New Sitio, Snapper Merger Sub IV, Inc., Snapper Merger Sub V, Inc. (“Sitio Merger Sub”) and Snapper Merger Sub II, LLC, providing for the combination of the Company and Brigham;

WHEREAS, pursuant to the Merger Agreement, on the date hereof, Sitio Merger Sub merged with and into the Company (the “Merger”), with the Company surviving as a direct wholly owned subsidiary of New Sitio;

WHEREAS, at the effective time of the Merger (the “Effective Time”), by virtue of the Merger, each share of Class A common stock, $0.0001 par value per share, of the Company (except for shares being cancelled pursuant to the Merger Agreement) was converted into one (1) share of Class A common stock, $0.0001 par value per share, of New Sitio (the “New Sitio Common Stock”);

WHEREAS, upon consummation of the Merger, as provided in Section 4.4 of the Existing Warrant Agreement, the Warrants are no longer exercisable for shares of Class A Common Stock of the Company, but instead will be exercisable (subject to the terms of the Existing Warrant Agreement, as amended hereby) for shares of New Sitio Common Stock;

WHEREAS, in connection with the Merger, the Company desires to assign all of its right, title and interest in the Existing Warrant Agreement to New Sitio and New Sitio wishes to accept such assignment; and

WHEREAS, Section 9.8 of the Existing Warrant Agreement provides that the Company and the Warrant Agent may amend the Existing Warrant Agreement without the consent of any Registered Holders as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the rights of the Registered Holders under the Existing Warrant Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

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“Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on New Sitio shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by New Sitio with the Warrant Agent), as follows:

Sitio Royalties Corp.

1401 Lawrence Street, Suite 1750

Denver, Colorado 80202

Attention:     Brett Riesenfeld

Email:            ***@***

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by New Sitio to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with New Sitio), as follows:

Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department

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Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 3.2. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

[Signature Page to Assignment, Assumption and Amendment Agreement]